SEC Form 4 · accession 0001209191-15-000262
TECUMSEH PRODUCTS CO · TECU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janice E Stipp
Officer — EVP, CFO, Treasurer, Secretary
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 4:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000096831
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Dec 31, 2014 | M | 24,048 | — | A | 24,048 | D | |
| Common Shares | Dec 31, 2014 | D | 24,048 | $3.09 | D | 0 | D | |
| Common SharesF1,F2 | Dec 31, 2014 | M | 1,577 | — | A | 1,577 | D | |
| Common Shares | Dec 31, 2014 | D | 1,577 | $3.09 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom SharesF2,F1 | — | Dec 31, 2014 | M | 24,048 | D | Dec 31, 2014 | Dec 31, 2014 | Common Shares | 24,048 | 0 | D |
| Phantom SharesF2,F1 | — | Dec 31, 2014 | M | 1,577 | D | Dec 31, 2014 | Dec 31, 2014 | Common Shares | 1,577 | 0 | D |
Explanation of responses
- F1Pursuant to the recapitalization proposal, exempt under Rule 16b-7 and approved by Tecumseh Products Company's shareholders on April 30, 2014 and effective at 12:01 a.m. on May 2, 2014 through the filing of our Amended and Restated Articles of Incorporation with the State of Michigan, each share of Tecumseh Products Company's Class B Common Stock, par value $1.00 per share, was reclassified and converted into one Common Share, no par value per share, and each share of Tecumseh Products Company's Class A Common Stock, par value $1.00 per share, was reclassified and converted into one Common Share, no par value per share. Pursuant to the antidilution provisions of our Long-Term Incentive Cash Award Plan, the Class A Common Stock underlying the phantom shares was automatically convered into Common Shares on the effective date of this recapitalization.
- F2Each phantom share is the economic equivalent of one common share of Tecumseh Products Company. The phantom shares are settleable solely for cash.